Medicare Addendum

DocStation, Inc.

Last Updated: May 7, 2024

In order for you to enroll in and use the applicable DocStation Add-On Service(s), you must first agree to the Additional Terms and Conditions below. By checking the box next to any DocStation Add-On Service(s) on the Order Form, or by using the any DocStation Add-On Service, you acknowledge and agree that You have reviewed and understand the following Additional Terms and Conditions. If you do not agree or are not willing to be bound by the Additional Terms and Conditions, do not click on the “I AGREE” button and do not seek to obtain or continue using any DocStation Add-On Service.

This Medicare Addendum (the “Addendum”) which is effective between DocStation, Inc. (“DocStation”, or the “Company”) is incorporated by reference into the the DocStation Terms and Conditions, as well as any agreement between DocStation and a third party (such party, the “Bound Party”) that so references this Addendum (each, and collectively, the “Agreement”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.

1. General Provisions.

(a) Purpose. This Addendum is incorporated into and made part of the Agreement to comply with the requirements of the implementing regulations at (as applicable) 42 C.F.R. Parts 422 and 423 issued pursuant to the Medicare Prescription Drug Improvement and Modernization Act of 2003 and the Social Security Act of 1965.

(b) Conflicts. The provisions of this Addendum supersede any conflicting provision of the Agreement. In the event of any conflict between the terms of the Agreement and this Addendum, the terms of this Addendum shall control. 

(c) Certain Definitions: 

(i) “PLANS” means Bound Party’s clients with whom Bound Party has contracted to provide certain services in support of the PLANS’ Medicare products. 

(ii) “Services” means those administrative or health care service functions (as such functions are defined by the Centers for Medicare and Medicaid Services (“CMS”) relating to the PLANS’ Medicare products, which Bound Party has contracted with DocStation to provide pursuant to the Agreement in support of fulfilling Bound Party’s contractual obligations to the PLANS. 

Capitalized terms used in this Addendum and not defined herein shall have the meanings assigned to such terms in the Agreement.

2. Delegated Activities.

Bound Party delegates to DocStation and DocStation shall provide the Services in support of, as applicable, the PLANS’ Medicare products, as contemplated in the Agreement. DocStation acknowledges and agrees that Bound Party may only delegate activities or functions to DocStation in a manner consistent with the requirements set forth in 42 C.F.R. §§ 422.504(i)(4) and 423.505(i)(4), as applicable.

3. Consistency with Bound Party Agreements.

DocStation shall perform the Services in a manner that complies and is consistent with PLANS’ contractual obligations to CMS as provided in the agreements between CMS and the PLANS. 42 C.F.R. §§ 422.504(i)(3)(iii), 423.505(i)(3)(iii).

4. Accountability.

DocStation acknowledges and agrees that the PLANS maintain ultimate responsibility for adhering to and otherwise fully complying with all terms and conditions of the agreements between CMS and the PLANS pursuant to 42 C.F.R. §§ 422.504(i)(1) & 423.505(i)(1). This does not, however, in any way impact DocStation’s obligation to comply with the requirements set forth in the Agreement and this Addendum.

5. Laws, Regulations, and CMS Instructions.

(a) Medicare. DocStation represents and warrants that, throughout the Term of the Agreement, DocStation will provide the Services in accordance with all applicable laws, including but not limited to the following laws and requirements, in each case to the extent applicable to DocStation’s performance of the Services: 

(i) all applicable laws, statutes, regulations, rules, codes, ordinances, orders, directions, decrees, policies, bulletins, and principles of common law of any Governmental Authority, as amended or re-enacted from time to time, including;

(ii) all Medicare statutes and regulations and CMS guidance, instructions, and requirements as interpreted and applied by the CMS designated regional office and the CMS central office, and Bound Party as such interpretation is provided by Bound Party to DocStation in accordance with the Agreement, including all requirements relating to activities performed outside the United States (offshore subcontracting) and other requirements imposed by CMS in call letters or other sub-regulatory guidance, as the same may be updated from time to time; 

(iii) the requirements of Section 13112 of the American Recovery and Reinvestment Act of 2009 (“ARRA”); and 

(iv) all applicable state laws.

 DocStation shall not, through its failure to so comply, prevent Bound Party from complying with any of the foregoing. DocStation shall comply with the terms of the Medicare Marketing Guidelines for all activities as well as all applicable statutes and regulations, including § 1851(h) of the Act and 42 CFR Part 423 Subpart V.

(b) Fraud and Abuse. DocStation shall comply with federal laws designed to prevent, detect and correct Fraud, Waste, and Abuse, including applicable provisions of federal criminal law, the False Claims Act (31 U.S.C. § 3729 et seq., as amended by the Patient Protection and Affordable Care Act of 2010), any False Claims Act that applies in a state in which a PLAN receiving Services is domiciled, and the Anti-Kickback statute (42 U.S.C. § 1320a-7b(b)). 42 C.F.R. §§ 422.503(b)(4)(vi); 422.504(h)(1), 423.505(h)(1)).

6. Excluded Persons. 

(a) DocStation represents as of April 1, 2024 and warrants that neither it, nor any of its employees, agents, providers, Medicare subcontractors, members of its board of directors, key management, executive staff or individuals or entities owning five percent (5%) or more of DocStation, whether full-time, part-time, temporary, volunteer or otherwise, (each, an “Affiliated Party”) have been excluded (or are currently under threat of suspension or exclusion) from participation in or sanctioned under the Medicare program or any other federal health care program, or convicted of a criminal offense or been the subject of a civil judgment for fraudulent activities related to that person’s involvement in any federal health care program. DocStation shall contractually require its Medicare subcontractors to represent and warrant that neither they nor any of their employees, agents, members of their boards of directors, key management, executive staff or individuals or entities owning five percent (5%) or more of such subcontractors, whether full-time, part-time, temporary, volunteer or otherwise, have been excluded (or are currently under threat of suspension or exclusion) from participation in or sanctioned under the Medicare program or any other federal health care program, and that they have not been convicted of a criminal offense or been the subject of a civil judgment for fraudulent activities related to that person’s/entity’s involvement in any federal health care program. DocStation shall not continue to pay for any items or services furnished, ordered or prescribed by excluded individuals or entities pursuant to 42 CFR 1001.1901 once DocStation becomes aware of such exclusion.

(b) DocStation must check appropriate databases, including the Department of Health and Human Services Office of Inspector General (OIG) List of Excluded Individuals and Entities (available at http://oig.hhs.gov/fraud/exclusions.html) and the General Services Administration’s (“GSA’s”) Excluded Parties List System (available at http://www.epls.gov/), or such other/additional site(s) as may be designated from time to time by the OIG, GSA, CMS or other Governmental Authority, to determine whether any Affiliated Party has been excluded from participation in the Medicare program or any other federal health care program. These databases must be checked during the Term of the Agreement not less than monthly, provided that with respect to all Affiliated Parties, DocStation shall also check appropriate databases prior to when such Affiliated Parties commence their employment or other relationship (whether contractual or otherwise) with, or directorship or ownership of, DocStation. DocStation shall notify Bound Party immediately, and in any event within no more than five (5) calendar days, in writing:

(i) if DocStation becomes excluded from the Medicare program or any other federal health care program; and 

(ii) upon becoming aware that any Affiliated Party becomes excluded from the Medicare program or any other federal health care program. Contractor agrees that it is subject to 2 C.F.R.. Parts 180 and 376. 2 C.F.R. 376.332. 43 C.F.R. 423.752(a)(6).

DocStation shall maintain documentation sufficient to demonstrate its adherence to the requirements set forth in this Section 5(c) and shall, upon Bound Party’s request, annually provide to Bound Party a written, signed certification certifying as to DocStation’s compliance with same.

7. Background Checks.

Bound Party warrants that background checks shall be performed for all Bound Party Personnel performing Services for Company, prior to any Bound Party Personnel being assigned to perform Services for Company, in accordance with the following, unless otherwise explicitly set forth in an applicable Statement of Work:

(a) Background checks shall be run for the Bound Party Personnel’s current home state, county, province, etc., as far back as allowed by the applicable jurisdiction, and shall include all known names (“Also Known As” (AKA) should also be checked).

(b) Background checks shall include all of the following: 

(i) National Criminal Search Index, and if a record comes back on the National Criminal Search Index, a follow-up state or county wide background check, whichever is applicable for that area, should be run to confirm the record; 

(ii) Federal Criminal – National Background Check;

(iii) Nationwide Sex Offender Registry Check https://www.nsopw.gov;

(iv) Office of Inspector General (OIG) Exclusions Database: https://exclusions.oig.hhs.gov/;

(v) Excluded Parties List (GSA): https://sam.gov;

(vi) Terrorist Database (OFAC): https://sanctionssearch.ofac.treas.gov/;

(vii) E-Verify and I-9 Verification, as required by N.C.G.S. § 64-26 and 48 C.F.R., Subpart 22.18. All Bound Party Personnel performing Services for Company must have legal authorization to work in the United States; and

(viii) Drug Screen Checks: For Bound Party Personnel providing Services on Company property, a nine panel drug screen should be administered.

(c) In the event that such background check results in a finding where Bound Party Personnel has been convicted of crimes of violence or crimes of fraud, truth, or dishonesty, such Bound Party Personnel shall not perform Services for Company.

8. Confidentiality and Accuracy of Records; Maintenance. 

(a) DocStation shall treat all enrollees’ health and enrollment information, including any medical records, as confidential in accordance with the provisions of the Agreement (including, but not limited to any Business Associate Agreement executed between the parties), and comply with all applicable laws regarding the confidentiality and disclosure of such health and enrollment information. Upon request, DocStation shall supply Bound Party with documented proof, including such attestations and certifications as Bound Party may require, that these requirements are being followed.

(b) DocStation shall maintain such health and enrollment information in an accurate and timely manner and ensure timely access to such records and information by enrollees, all as set forth in the Agreement.

(c) DocStation shall maintain timely, accurate and complete records and books of account relating to DocStation’s performance under the Agreement. To the fullest extent applicable, DocStation recordkeeping shall adhere to generally accepted accounting principles, consistently applied. DocStation shall maintain these records in English and in accordance with all applicable laws and at DocStation’s principal place of business. DocStation shall further comply with the retention requirements set forth herein.

9. Reporting to Bound Party.

In accordance with the provisions of the Agreement, DocStation shall provide the statistics and other information requested by Bound Party and related to DocStation’s provision of the Services so that the PLANS, through Bound Party, may meet CMS reporting requirements with respect to:

(a) The cost of the PLANS’ operations; the patterns of enrollee utilization of health care services; the availability, accessibility, and acceptability of health care services to enrollees; and other matters that CMS may require. 42 C.F.R. §§ 422.516, 423.514.

(b) To the extent practical, developments in the health status of enrollees. 42 C.F.R. § 422.516(a)(4).

(c) Data regarding drug claims that can be linked at the individual level to Medicare Part A and Part B data (for Prescription Drug Plans) or other data (for Medicare Advantage Prescription Drug Plans) and other information as CMS, any PLAN, or Bound Party determines necessary. 42 C.F.R. §§ 422.310, 423.329(b)(3).

(d) Such information as may be required pursuant to Section 6005 of the Patient Protection and Affordable Care Act of 2010 and its implementing regulations. Notwithstanding anything to the contrary in the Agreement or this Addendum, the reports required pursuant to this paragraph (d) shall be provided at such times, and in such form and manner, as may be specified from time to time by HHS, CMS or Bound Party.

Bound Party will provide DocStation with specific forms that accomplish these reporting requirements. 42 C.F.R. §§ 422.504(i)(4)(i), 422.516, 423.505(i)(4)(i), 423.514.

10. Certification of Information Submitted to CMS.

The PLANS are required under their agreements with CMS to submit and certify through attestations or otherwise to CMS drug claims data, enrollment information, encounter data, and other data and information as CMS may request. Some or all of such data and information that the PLANS submit may be provided to Bound Party by DocStation or submitted by DocStation on the PLANS’ behalf. DocStation’s CEO or CFO, or an individual delegated the authority to sign on behalf of one of these officers and who reports directly to the officer, shall certify to Bound Party, based on that individual’s best knowledge, information, and belief, the accuracy, completeness, and truthfulness of any data and information DocStation provides to Bound Party or submits to CMS on the PLANS’ behalf and shall acknowledge that the data or information may be used by Bound Party or the PLANS, or submitted by Contractor on Bound Party’s or the PLANS’ behalf, for the purpose of obtaining federal funds. 42 C.F.R. §§ 422.504(1)(3), 423.505(k)(3). To the extent that DocStation has access to the CMS information systems, or data obtained from such systems, for purposes of providing Services in connection with the PLANS’ Medicare product offerings, DocStation’s use of or access to such data in connection with the Services shall be limited to the same. Unless Bound Party provides otherwise in writing, compliance with certification requirements in the Services Agreement shall constitute compliance with this provision.

11. Monitoring.

DocStation acknowledges and agrees that the PLANS and Bound Party, on behalf of the PLANS, are required to monitor the performance of DocStation and its authorized Subcontractors on an ongoing basis. 42 C.F.R. §§ 422.504(i)(4)(iii) & 423.505(i)(4)(iii). DocStation further acknowledges and agrees that the PLANS and Bound Party, on behalf of the PLANS, are required to periodically monitor and audit DocStation to confirm that there is documented proof that the requirements described in this Addendum are being followed and DocStation agrees to cooperate and comply with such audits and monitoring activities as further described in the Agreement. DocStation acknowledges and agrees that the requirements of this paragraph are deemed included as Services, and DocStation shall comply at DocStation’s expense.

12. Inspection and Audit.

(a) By CMS, HHS, the Comptroller General, or their designees. DocStation shall retain, and shall permit CMS, HHS, the Comptroller General, or their designees, to have direct access to inspect, evaluate, and audit any of, DocStation’s books, contracts, medical records, patient care documentation, documents, papers, and other records pertaining to any transaction related to the Agreement, any aspect of Services performed, reconciliation of benefits liabilities, and determination of amounts payable under the contract, or as the Secretary may otherwise deem necessary. This retention requirement and right to inspect, evaluate, and audit shall extend ten (10) years from the expiration or termination of the Agreement or completion of final audit, whichever is later, unless otherwise required by applicable law, CMS, HHS, the Comptroller General, or their designees. DocStation shall require that all DocStation Subcontractors honor the rights of CMS, HHS, the Comptroller General or their designees set forth in this Section as required by law. 42 C.F.R. §§ 422.504(e), 422.504(i)(2), 423.505(e), 423.505(i)(2).

(b) By Bound Party. DocStation shall permit Bound Party or its designees (which may include the PLANS) to inspect, evaluate, and audit, in accordance with the Agreement, any of DocStation’s books, contracts, medical records, patient care documentation, documents, papers, and other records relating to any Services DocStation provides to Bound Party under the Agreement. Bound Party shall have the right to audit DocStation as a means to evaluate DocStation’s compliance with requirements set forth in this Addendum. DocStation shall provide reports of its performance reviews, audits and investigations of its authorized Subcontractors consistent with Section 12(b). Bound Party’s right to inspect, evaluate, and audit shall extend ten (10) years from the expiration or termination of the Agreement or completion of final audit, whichever is later, unless otherwise required by applicable Law. Bound Party may conduct audits the first year of this ten-year period at no additional cost to Bound Party. 42 C.F.R. §§ 422.504(e), 422.504(i)(2), 423.505(e), 423.505(i)(2).

(c) By DocStation. DocStation shall conduct regular internal monitoring (except as otherwise agreed by Bound Party) and provide regular monitoring reports to Bound Party, and is encouraged to conduct internal auditing of DocStation operations, as a means of reviewing performance of normal on-going operations and to validate compliance with applicable laws, regulations, and CMS sub-regulatory guidance.  DocStation shall similarly conduct auditing and monitoring of its authorized Subcontractors providing services in relation to the Agreement. DocStation shall provide to CMS, upon Bound Party’s request, a summary of the results of any such auditing and monitoring activities, provided that Bound Party shall be permitted to review, validate and approve such summaries prior to any such submission to CMS. Contractor shall also provide results of such monitoring and auditing activities to Bound Party upon request in connection with Bound Party’s monitoring, auditing, and/or investigation of business issues identified under the Agreement.

13. Training and Education.

(a) DocStation shall have in place, update, and administer a customized training and education program for its staff and authorized Subcontractors, whether full-time, part-time, temporary, volunteer or otherwise, providing the Services regarding compliance with all laws for which DocStation has a compliance obligation under the Agreement. DocStation will communicate general compliance information, as required by CMS and Bound Party (on behalf of the PLANS), and administer Fraud, Waste and Abuse training that complies with CMS Requirements to its staff and authorized Subcontractors within ninety (90) days of initial hire (or, in the case of authorized Subcontractors, contracting), as part of new hire orientation, and at least annually thereafter. DocStation will also administer specialized compliance training on issues posing compliance risks based on the individual’s (or authorized subcontractor’s) job function. DocStation must provide its staff with the Medicare requirements related to their job functions and require that its staff be familiar with such requirements. Bound Party’s management staff shall be entitled to access and review DocStation’s training and education materials and courses. DocStation shall record its compliance training activities and, upon Bound Party’s request and provide a report of its compliance training activities, including attestations of training completion, to Bound Party. 42 C.F.R. §§ 422.503(b)(4)(vi)(C), 423.504(b)(4)(vi)(C).

(b) DocStation acknowledges and agrees that it has received, read and understands the Bound Party and/or PLANS’ code(s) of conduct. DocStation acknowledges and agrees that DocStation will implement and distribute to its staff and board members who have involvement in the administration or delivery of Parts C and/or D benefits either the applicable Bound Party and/or PLAN code(s) of conduct and applicable Bound Party and/or PLAN compliance policies and procedures, or comparable policies and procedures and standards of conduct that are particular to DocStation’s own organization and that reflect a commitment to detecting, preventing and correcting noncompliance with Medicare requirements in the delivery of Medicare services, including detecting, preventing and correcting Fraud, Waste and Abuse (as those terms are defined by CMS).  DocStation agrees to provide Bound Party with copies of its current standards of conduct and compliance policies and procedures, including those governing conflicts of interest, upon Bound Party’s request.

(c) DocStation shall maintain records of the training of its staff and authorized subcontractors conducted pursuant to this Section in accordance with the requirements of Section 13(a). DocStation shall annually provide a written, signed certification certifying as to DocStation’s compliance with the requirements set forth in this Section. DocStation further acknowledges and agrees that Bound Party, on behalf of the PLANS, is required to periodically monitor and audit DocStation to confirm that there is documented proof that the requirements described in this Section are being followed and DocStation agrees to cooperate and comply with such audits and monitoring activities.

14. Compliance Structure; Communication with Compliance Committee and Bound Party.

(a) DocStation shall have in place and administer a compliance plan to detect, correct and prevent Fraud, Waste and Abuse and which includes the applicable elements required by 42 C.F.R. §§ 422.503(b)(4)(vi) and/or 423.504(b)(4)(vi), and applicable CMS guidance. DocStation shall promptly notify Bound Party of any material modifications to such plan and provide an updated copy to Bound Party upon request.

(b) DocStation shall establish and implement disciplinary policies and procedures that reflect clear and specific disciplinary standards in accordance with CMS requirements. DocStation will sufficiently publicize disciplinary actions related to work DocStation performs for Bound Party and will timely report such actions to Bound Party in the form and manner (and frequency) mutually agreed upon by Bound Party and DocStation. 42 C.F.R. §§ 422.503(b)(4)(vi)(E), 423.504(b)(4)(vi)(E).

(c) DocStation shall communicate, in a manner reasonably acceptable to Bound Party, with Bound Party’s designated compliance contact and the Bound Party business contact for the Agreement as reasonably required. DocStation shall implement its own business compliance structure and communications process pertaining to the Services provided under this Agreement. 42 C.F.R. §§ 422.503(b)(4)(vi)(D); 423.504(b)(4)(vi)(D).

15. Contracts with Downstream Entities.

The following provisions apply to DocStation’s delivery of the Services:

(a) DocStation shall contractually obligate any providers, contractors and subcontractors DocStation utilizes in the delivery of the Services to comply with all applicable laws, including all requirements relating to activities performed outside the United States (offshore contracting) and other requirements imposed by CMS in call letters or other subregulatory guidance for which DocStation has a compliance obligation under this Addendum. 42 C.F.R. §§ 422.504(i)(4)(v), 423.505(i)(4)(iv).

(b) DocStation shall not hold enrollees liable for any amounts that are the legal obligation of Bound Party or the PLANS. 42 C.F.R. §§ 422.504(i)(3)(i), 423.505(i)(3)(i).

(c) DocStation shall contractually obligate any providers, contractors and subcontractors DocStation utilizes in the delivery of the Services to comply with the same conditions and restrictions that are applicable to DocStation under this Addendum. 42 C.F.R. §§ 422.504(i)(3)(iii), 423.505(i)(3)(iii).

(d) If Bound Party delegates to DocStation the function of selecting providers, contractors or subcontractors, the PLANS and Bound Party, on behalf of the PLANS, retain the right to approve, suspend, or terminate any arrangement between DocStation and a selected provider, contractor or subcontractor. 42 C.F.R. §§ 422.504(i)(5), 423.505(i)(5).

(e) DocStation shall not provide any financial incentive to a provider based solely on the number of enrollee services that the provider has denied, limited or discontinued.

16. Offshoring.

(a) Offshoring, Defined. The term “offshore” or “offshoring” means any location that is not one of the fifty United States, the District of Columbia, or one of the United States Territories (American Samoa, Guam, Northern Marianas, Puerto Rico, and Virgin Islands). This may include either American-owned companies with certain portions of their operations performed outside of the United States or foreign-owned companies with their operations performed outside of the United States. For purposes of clarity, services will be considered “offshore” if performed by an American-owned company that performs the services outside of the United States. It is considered “offshoring” if services will be performed by workers located in offshore countries, regardless of whether the workers are employees of American or foreign companies.

(b) Restrictions. DocStation shall not perform any function, activity or service under the Agreement, in whole or in part, that requires Protected Health Information (PHI) or Electronic Protected Health Information (EPHI) (as those terms are defined by 45 C.F.R. 160.103) (whether in oral, written or electronic form) to be sent, transferred or disclosed to or by, or received, handled, processed, stored or accessed by, any person or entity offshore without the prior written consent of Bound Party. Accordingly, DocStation shall not, in connection with any such function, activity or service related to the Agreement, directly or indirectly contract with, or change the functions currently performed by, any person or entity to fulfill any of DocStation’s obligations under the Agreement, in whole or in part, where such entity is located or may perform such functions, activities or services offshore, without the prior written consent of Bound Party. Any consent required pursuant to this paragraph must be obtained at least ninety (90) days in advance of any proposed offshoring of services, unless Bound Party agrees in writing to a shorter period of time. Within that ninety (90) day period, or such shorter timeframe as may be reasonably specified by Bound Party and necessitated by the circumstances, and in advance of entering into any arrangement with any offshore person or entity to fulfill any of DocStation’s obligations under the Agreement, DocStation must provide Bound Party with a description of the following: 

(i) the PHI or EPHI that DocStation proposes to provide to such person or entity; 

(ii) why providing PHI or EPHI is necessary to accomplish DocStation’s objectives; and 

(iii) alternatives considered to avoid providing PHI or EPHI to such person or entity, and why each alternative was rejected.

(c) Requirements for Offshored Services; Subcontracting. In the event that Bound Party consents in writing to any proposed offshoring of services by DocStation, DocStation hereby acknowledges and agrees that DocStation must ensure, prior to commencing any such offshoring of services, that the following are in place: 

(i) policies and procedures that ensure Medicare beneficiary PHI and other personal information remains secure, the existence of which have been verified by DocStation; 

(ii) mechanisms to continually update those policies and procedures as appropriate and in compliance with CMS requirements; 

(iii) mechanisms to prohibit offshore access to Bound Party and/or PLAN Medicare data not associated with the Agreement; and 

(iv) written arrangements that specifically govern the use and disclosure of PHI and EPHI and that comply with the requirements set forth at 45 CFR 164.504(e). 

DocStation shall further require that any person or entity with whom DocStation contracts to perform services offshore on DocStation’s behalf pursuant to the Agreement shall be subject to requirements at least as stringent as those set forth in this section and shall further require that any such arrangement: (i) includes all required Medicare Part C and D language (e.g., record retention requirements, compliance with all Medicare Part C and D requirements, etc.); and 

(ii) has policies and procedures in place that allow for immediate termination of the subcontract upon discovery of a significant security breach. Bound Party may require that DocStation provide sufficient evidence that the requirements set forth above in paragraphs (b) and (c) are met prior to granting its consent to any proposed offshoring of services by DocStation pursuant to this Section 16.

(d) Audits; Attestations. DocStation shall annually audit any person or entity with whom DocStation contracts to perform services offshore on DocStation’s behalf pursuant to the Agreement to validate compliance with applicable law, CMS sub-regulatory guidance and specifications, and the requirements set forth above in paragraphs (b) and (c), and shall use the results of such audits to evaluate the continuation of its relationship with the offshore subcontractor. As required by this Addendum, DocStation shall share the results of such audits with Bound Party, and shall share the audit results with CMS upon request. Further, DocStation shall cooperate with Bound Party and submit specific subcontractor information required by Bound Party to the extent required to fulfill CMS reporting requirements, including details of safeguards to protect PHI/EPHI and the auditing and monitoring DocStation performs and has performed on such subcontracted entities. Contractor will complete such attestations and certifications as Bound Party may reasonably require certifying as to DocStation’s compliance with the requirements of this Section 16.

17. Termination of Agreement for Breach.

The Parties specifically acknowledge and agree that a material breach of this Addendum shall be considered a material breach of the Agreement. For purposes of this Addendum, a determination by CMS, any PLAN, or Bound Party that DocStation has not satisfactorily performed its obligations under the Agreement, failed to maintain compliance or engaged in Fraud, Waste or Abuse constitutes a material breach of the Agreement. 42 C.F.R. §§ 422.504(i)(4)(ii), 423.505(i)(4)(ii). In lieu of termination of the Agreement, CMS, the PLAN(S) or Bound Party may determine that Bound Party shall in-source certain services and DocStation shall cooperate in good faith to accomplish such in-sourcing according to the timelines specified by CMS, the PLAN and Bound Party.

18. Additional Contract Terms Required by CMS.

This Addendum will automatically amend to include terms and conditions necessary to address additional contract terms required by CMS or other applicable law. Any such amendment of this Addendum shall be implemented pursuant to the process set forth in the Agreement for amendments. Upon the compliance date of any final regulation or amendment to final regulation promulgated by HHS that affects the requirements set forth in this Addendum, this Addendum will automatically amend such that the obligations imposed on DocStation to remain in compliance with the final regulation or amendment to final regulation, unless any party elects to terminate the Agreement and this Addendum as permitted pursuant to the Agreement. 42 C.F.R. §§ 422.504(j), 423.505(j).

DocStation shall take commercially reasonable efforts to ensure that the laws and regulations specified in this Addendum remain up to date. However, to the extent that any such laws or regulations are amended, superseded, or repealed, DocStation hereby warrants that it shall at all times perform the Services in compliance with applicable law, regardless of the specific laws and regulations cited herein.

19. Survival.

To the extent DocStation performs any Services following the expiration or termination of the Agreement in connection with DocStation’s performance of any transition services, this Addendum shall continue to apply to DocStation or so long as DocStation performs the Services. Otherwise, Sections 1, 5, 8, and 17 of this Addendum, as well as any other provisions that, by their nature should survive, shall survive the expiration or termination of the Agreement and this Addendum.

20. Termination of CMS Contract.

In the event the contract between CMS and any PLAN is terminated or non-renewed, the contract between DocStation and Bound Party will be terminated with respect to the affected Services or if all Services are affected, then in its entirety, unless DocStation and Bound Party agree to the contrary. Such termination shall be carried out in accordance with the termination requirements stated in 42 C.F.R. §§ 423.506, 423.509 and 422.510, as applicable.